A-B Parent LLC - Mar 2, 2023 Form 4 Insider Report for Bowlero Corp. (BOWL)

Role
Director, 10%+ Owner
Signature
A-B Parent LLC /s/ David Caplan Name: David Caplan Title: Vice President
Stock symbol
BOWL
Transactions as of
Mar 2, 2023
Transactions value $
$0
Form type
4
Date filed
3/6/2023, 06:39 PM
Previous filing
Feb 24, 2023
Next filing
Mar 14, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BOWL Class A Common Stock Options Exercise +4.91M +7.73% 68.4M Mar 2, 2023 Direct F1, F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction BOWL Restricted Stock Units Options Exercise -4.91M -50% 4.91M Mar 2, 2023 Class A Common Stock 4.91M Direct F1, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On March 2, 2023, the reporting person became entitled to receive 4,908,234 shares of the Issuer's Class A Common Stock pursuant to the "earn-out" provision in the Merger Agreement between the Issuer and Bowlero Corp. (the "Merger Agreement") because the closing per share price of Issuer's Class A Common Stock was greater than or equal to $15.00 for 10 trading days within the consecutive 20-trading day period beginning on February 16, 2023 and the applicable earn-out hurdle was achieved. The 4,908,234 shares represent 50% of the total shares of Class A Common Stock (the "Earnout Shares") issuable to the reporting person pursuant to the Merger Agreement.
F2 Also includes 16,536 restricted stock units ("RSUs") acquired from award of Issuer's restricted stock units for non-employee directors pursuant to the Issuer's director compensation policy. Each RSU represents a contingent right to receive one share of Issuer's Class A common stock and will vest on the earlier of (i) December 14, 2023 and (ii) the Issuer's first regular annual meeting following December 14, 2022.
F3 Reflects the remaining 50% of Earnout Shares issuable to the reporting person pursuant to the Merger Agreement. The remaining Earnout Shares vest to the extent that the closing per share price of Class A Common Stock is greater than or equal to $17.50 for any 10 trading days within any consecutive 20-trading day period. The Earnout Shares are subject to certain adjustments, as set forth in the Merger Agreement. If the conditions are not met and the shares have not vested as of the 5-year anniversary of the Closing, the right to these Earnout Shares will be forfeited.

Remarks:

This Form 4 is being filed by more than one Reporting Person. Atairos Group, Inc. ("Atairos Inc.") is the sole member of A-B Parent LLC ("A-B Parent"). Atairos Partners, L.P. ("AP"), is the sole voting shareholder of Atairos Inc. Atairos Partners GP, Inc. ("APGP", and together with Atairos Inc., A-B Parent, and AP, the "Atairos Entities") is the general partner of AP. Michael J. Angelakis directly or indirectly controls a majority of the voting power of APGP. Michael J. Angelakis is the Chairman and Chief Executive Officer of Atairos Management, L.P. and Rachael Wagner is a Partner of Atairos Management, L.P. and each serves as a representative of the Atairos Entities on the Board of Directors of the Issuer, and as such, each of the Atairos Entities may be deemed a director by deputization of the Issuer. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his, hers or its pecuniary interest therein.